Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 6, 2017 (the Effective Date), the
Board of Directors (the Board) of Southcross Energy Partners GP, LLC (the General Partner), the general partner of Southcross Energy Partners, L.P. (the Partnership), elected Bruce A. Williamson as its Chairman,
President and Chief Executive Officer. Mr. Williamson succeeds John E. Bonn, who is stepping down as President and Chief Executive Officer of the General Partner, and David W. Biegler, the former Chairman of the General Partner. Mr. Biegler
will continue as a director of the General Partner.
Mr. Williamson, 57, has over 35 years of experience encompassing all facets of
the energy value chain. Most recently, Mr. Williamson was the President and Chief Executive Officer and director of Cleco Corporation, an energy services company, from July 2011 to April 2016 and was the Chairman, President and Chief Executive
Officer at Dynegy, Inc., an energy services company, from 2002 through 2011. Prior to his role at Dynegy, Inc., Mr. Williamson was the President and Chief Executive Officer at Duke Energy Global Markets. Prior to Duke,
Mr. Williamson was Senior Vice President Finance at PanEnergy Corp. and also worked for Shell Oil Company for 14 years in exploration and production in the United States and internationally.
Mr. Williamson joined the Board of the General Partner in April 2013 and served as an independent director designee of our sponsors as a
result of contractual arrangements. In July 2016, Mr. Williamson became the Chairman of the Board of the general partner of Southcross Holdings LP, the owner of the General Partner and no longer was an independent director of the General
Partner. Mr. Williamson received his bachelors degree in finance from the University of Montana, and his masters in business administration from the University of Houston.
On the Effective Date, the General Partner entered into an employment agreement with Mr. Williamson (the Williamson Employment
Agreement), which provides for an initial one year term, unless earlier terminated, that automatically extends for one year periods unless notice is given otherwise prior to the expiration of the then-current term. Mr. Williamson will
receive an annualized base salary of $1,000,000 and will not be eligible for a bonus. Mr. Williamson is entitled to receive certain benefits and reimbursement of certain expenses. If Mr. Williamsons employment is terminated without
Cause or by resignation by Mr. Williamson for Good Reason, Mr. Williamson will receive the remainder of his Annual Base Salary for the then current Term, in addition to other payments and benefits described in the Williamson Employment
Agreement (all of the capitalized terms in this sentence have the meanings given them in the Williamson Employment Agreement).
By virtue
of Mr. Bonns Employment Agreement, dated as of March 5, 2015, by and between the General Partner and Mr. Bonn (the Bonn Employment Agreement), Mr. Bonn will be entitled to receive (i) a payment consisting
of (a) any portion of Mr. Bonns Annual Base Salary through the date of termination that is unpaid, (b) any expenses owed to Mr. Bonn, (c) any accrued and unused paid time off owed to Mr. Bonn, (d) any amount
arising under any employee benefit plans, and (e) payment of an Annual Bonus earned in 2016, but unpaid; and (ii) a Severance Payment of (a) two times his current Annual Base Salary, (b) two times his target Annual Bonus for
2017, (c) an amount equal to the cost of COBRA coverage for 18 months after termination and (d) $100,000 since Mr. Bonn was terminated during the second year of the Bonn Employment Agreement, subject to Mr. Bonn complying with
certain restrictions in a severance agreement once finalized and the terms of other ancillary agreements to which Mr. Bonn is a party. All of the capitalized terms in this paragraph, if not otherwise defined, have the meanings given them in the
Bonn Employment Agreement
The foregoing description of the Williamson Employment Agreement is qualified in its entirety by
reference to the full text of the Williamson Employment Agreement, which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.
A copy of the press release regarding the officer changes is furnished as Exhibit 99.1 to this Current Report on
Form 8-K. Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Exchange Act of 1933, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section, nor shall it
be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.